Davis Polk

M&A-Related Litigation

Davis Polk is widely known for our leadership in M&A-related litigation. We handle cases in state and federal courts across the country, including particularly the Delaware Court of Chancery. Our national practice routinely:

Litigates pre- and post-closing challenges to mergers and acquisitions.

Advises potential acquirers and targets in connection with affirmative litigation against counterparties in hostile deal activity.

In addition to our work on contested mergers, we defend buyers, sellers, financial advisers and accounting firms against claims concerning post-closing adjustments, indemnities, breaches of contract, fraud and misrepresentation.

Recognition

Legal 500 U.S.

“The team has won roles in many high-profile matters in the increasingly important area of cases involving financial advisers to M&A deals.”

Clients comment - Davis Polk & Wardwell LLP has ‘a very strong group that is very effective and understands the nuances of different jurisdictions’.

Notable Matters

Broadcom. We represented a special committee of Broadcom Corporation’s board of directors in connection with the company’s approximately $37 billion proposed acquisition by Avago Technologies Limited, the largest announced M&A transaction in the history of the semiconductor industry.

H. J. Heinz Company. We achieved a significant victory for our clients, H.J. Heinz and its board of directors, in connection with litigation challenging the proposed $28 billion acquisition of Heinz by an investment consortium led by Berkshire Hathaway (Warren Buffett) and 3G Capital.

Roche. We represented Roche in all litigation arising out of its $47 billion acquisition of Genentech, its $3.4 billion acquisition of Ventana, and its $230 million acquisition of Anadys Pharmaceuticals.

Palm. We represented Palm and its directors against 13 separate lawsuits claiming that the defendants breached their fiduciary duties to Palm’s shareholders in connection with the $1.2 billion acquisition of Palm by Hewlett-Packard.

El Paso Electric Company. We represented El Paso Electric Company in connection with litigation advice related to its sale of its interest in the Four Corners Power Plant to Arizona Public Service Company.

Dialog Semiconductor. We represented Dialog Semiconductor in litigation related to earnout provisions in its acquisition of iWatt. Plaintiffs asserted claims for breach of contract, fraud, breach of the implied covenant of good faith and fair dealing, and negligent misrepresentation. Davis Polk successfully moved to dismiss all claims except the claim for breach of contract, and ultimately reached a very favorable (pennies on the dollar) settlement with the plaintiffs over the remaining claim.

Barnes & Noble. We represented a special committee of Barnes & Noble in connection with challenges to its $600 million acquisition of Barnes & Noble College Booksellers.